Xxxxxx, Inc.
00 Xxxx Xxxx
Xxxxxxxx, XX 00000
FOR IMMEDIATE RELEASE
XXXXXX, INC. SIGNS MERGER AGREEMENT TO BE ACQUIRED BY SUBSIDIARY OF L'OREAL
---------------------------------------------------------------------------
NEW YORK, NY, February 28, 2000 - Xxxxxx, Inc. (NYSE:CIC), announced today it
has signed a definitive merger agreement with Cosmair, Inc., the U.S. subsidiary
of L'Oreal, S.A., of Paris, France, under which Cosmair will acquire Xxxxxx. The
merger agreement provides for a cash tender offer, to commence in approximately
one week, in which Cosmair will acquire all of the outstanding shares of common
stock of Xxxxxx at $5.20 net per share.
The offer will be conditioned on the satisfaction of customary conditions,
including the expiration or termination of the waiting period under
Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act and the receipt of a majority of
the shares of Company common stock.
The board of directors of Xxxxxx has unanimously approved the merger agreement
and recommended that stockholders tender their shares in the offer. PaineWebber
Incorporated, acting as Xxxxxx'x financial advisor, has delivered its opinion to
the board of directors that the price to be paid in the tender offer is fair to
Xxxxxx'x stockholders from a financial point of view.
If the offer is successfully completed Xxxxxx will become a wholly-owned
subsidiary of Cosmair. In the merger, all shares of Xxxxxx common stock not
tendered in the offer will be converted into the right to receive the cash
amount payable in the offer.
Certain stockholders of Xxxxxx who together own shares representing a majority
of the outstanding shares of Company common stock (which command over 80 percent
of the voting power) have entered into a stockholders agreement with Cosmair
requiring them to tender their shares in the offer. In the event that the offer
is not successful, these stockholders have agreed to vote their shares in favor
of a merger of Xxxxxx into a Cosmair subsidiary in which Xxxxxx stockholders
would receive the same cash consideration per share as is payable in the offer.
"We believe this transaction to be in the best interests of Xxxxxx, its
shareholders, its customers and its employees," said Xxxxxxx Xxxxxx, CEO, and
Xx. Xxx Xxxxx, Chairman. "L'Oreal is an outstanding company in the worldwide
personal care market, and while Xxxxxx has continued to make impressive progress
it will have an even greater opportunity to achieve its potential than
otherwise, given the increasingly highly competitive and changing nature of the
global personal care market."
-- more --
Xxxxxx - 2
Xxxxxx is the leading global manufacturer and marketer of hair and skin
care products, which are specifically formulated to address the unique
characteristics of people of color. Xxxxxx xxxxx its products in the U.S. and in
over 60 countries around the world under the leading brand names Dark & Lovely,
Gentle Treatment, Magic Shave, and Ultra Sheen.
Statements in this press release concerning the Company's business
outlook or future economic performance, anticipated profitability, revenues,
expenses or other financial items; together with other statements that are not
historical facts, are "forward-looking statements" as that term is defined under
Federal Securities Laws. "Forward-looking statements" are subject to risks,
uncertainties and other factors which could cause actual results to differ
materially from those stated in such statements. Such risks, uncertainties and
factors include, but are not limited to, industry cyclicality, fluctuations in
customer demand and order patterns, the seasonal nature of the business, changes
in pricing, and general economic conditions, as well as other risks detailed in
the Company's filings with the Securities and Exchange Commission.
###
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF
AN OFFER TO SELL SHARES OF XXXXXX. AT THE TIME COSMAIR COMMENCES ITS OFFER, IT
WILL FILE A TENDER OFFER STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE
COMMISION AND XXXXXX WILL FILE A SOLICIATION/RECOMMENDATION STATEMENT WITH
RESPECT TO THE OFFER. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO
PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION WHICH
SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER
DOCUMENTS, AS WELL AS THE SOLICATION/RECOMMENDATION STATEMENT, WILL BE MADE
AVAILABLE TO ALL SHAREHOLDERS OF XXXXXX, AT NO EXPENSE TO THEM. THE TENDER OFFER
STATEMENT (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL
AND ALL OTHER OFFER DOCUMENTS FILED WITH THE COMMISSION) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL ALSO BE AVAILABLE FOR FREE AT THE
COMMISSION'S WEBSITE AT XXX.XXX.XXX.
================================================================================
Contact: Xxxxxx Xxxxxx, CFO Xxxxxx X. Xxxxxxx
Xxxxxx, Inc. Anreder Hirschhorn Silver & Co.
(000) 000-0000 (000) 000-0000
xxxxxxxx@xxxxxxxxxx.xxx
================================================================================
